Incorporating in the First State: Successfully Navigating Delaware Corporate Law

Where you incorporate your business can be one of the most important aspects of its long term success. Known as one of the most business-friendly states, Delaware is one of the most desirable places to incorporate a business. This CLE course will explain why and outline the myriad advantages of incorporating in Delaware from the business-friendly legal structure to the Court of Chancery and Office of the Secretary of State. The course will also review best methods for corporate structuring and will explain:

LLC’s vs. Corporations

Management structure

Personal liability

Taxes

Regulatory Compliance

Crafting certifications of incorporations

Regulatory by-laws

Recent changes to Delaware Law

Instructor Bio

Kenneth Sprang

Kenneth A. Sprang is one of the founding partners of Cicero, Mehta & Sprang, LLP, in Washington, DC. Cicero, Mehta & Sprang is a boutique firm, the partners of which are all alumni of large, international law firms, which offers business clients the highest quality of service at reasonable cost.

Mr. Sprang counsels and represents both domestic and international clients in a wide range of corporate, business and transactional matters, as well as in labor and employment, employee benefits and real estate issues. Over the course of his 30 plus year career, Mr. Sprang has practiced with both large and small firms, as well as serving as in house counsel for Fortune 500 companies and as general counsel to smaller companies.

Mr. Sprang began his career with Morgan, Lewis &Bockius, a large, multi-national firm.
Subsequently, he served as in house counsel in the legal departments of Calgon Corporation, a former subsidiary of Merck & Co., Inc., and Cyclops Corporation, a Fortune 500 specialty steel manufacturer. Later, Mr. Sprang founded legal departments and served as in-house general counsel for several start-up and other privately-held companies, including a hospital and a web-based company. Mr. Sprang has also spent several years as a full-time law professor, and continues teaching property law and a labor seminar as an Adjunct Professor at Catholic University of America, Columbus School of Law in Washington, D.C.

Mr. Sprang counsels clients in corporate governance; negotiation, drafting, and review of contracts, real estate documents, and other instruments; licensing, trademark registration and similar intellectual property matters; mergers and acquisitions; and federal and state regulatory compliance. He current serves as outside general counsel to several companies, including an Indian owned biotech company, software developers, a manufacturer of isostatic presses, and a media company.

Mr. Sprang also brings to his clients special expertise in labor and employment law. He represents employers in traditional labor relations matters, as well as in wage and hour, employment discrimination, HR, employee benefits, OSHA, and other issues related to employment. In addition to representing clients in all aspects of U.S. labor and employment law (including specific state laws), he has served on the senior staff of the Chairman of the National Labor Relations Board and taught the subject for many years. He is the author or co-author of several books and articles on labor and employment law and alternative dispute resolution.

Illustrative clients include an interactive advertising company, a large HVAC contractor, a magazine and online publisher, a manufacturer of isostatic presses, and an Internet service provider, as well as nonprofit organizations. Recent representation has included establishing a turnkey subsidiary for an Italian manufacturer;advising several start up companies in all phases of their activity, including raising capital; representing clients in corporate reorganizations; advising clients regarding redundancies; and establishing U.S. companies for several foreign nationals.

Mr. Sprang’s community and pro bono endeavors are focused on children. He recently completed his term as a member of the Board of Directors of Kidsave International (Kidsave.org), an organization that helps move older children in the U.S. and Colombia out of foster care and into adoptive families. Through Kidsave, in 2006 Mr. Sprang and his wife Carol adopted their now 17 year old son Christopher from Columbia. In addition, Mr. Sprang serves on the Board of and as General Counsel to Boys to Men International, which provides programs to support adolescent boys in the transition to adulthood.

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